Covenant Invs., Inc. v. First Sec. BankAnnotate this Case
Then-owners of real property entered into a “Waiver of Right to Protest” the creation of special improvement districts (SIDs) for the purpose of making road and intersection improvements to Cottonwood Road between Huffine Lane and West Babcock Street. The waiver stated that the parties to the waiver would participate in alternate financing methods for completion of the road improvements if the SIDs were not utilized. No SIDs were implemented, and Covenant Investments, Inc. (Covenant) undertook and paid for all improvements to the intersection of Huffine and Cottonwood. First Security Bank (FSB), a successor to the original covenantor, subsequently constructed a building at the intersection. After FSB refused to reimburse Covenant for the costs of the street improvements, Covenant sued FSB seeking enforcement of the waiver agreement. The district court dismissed Covenant’s complaint, concluding that the waiver did not contain the essential elements of a contract and therefore did not bind FSB. The Supreme Court affirmed the dismissal of the complaint, holding (1) the waiver’s alternative financing provision was void for lack of certainty, (2) by acting unilaterally Covenant waived its right to belatedly demand enforcement of the waiver provision, and (3) Covenant’s complaint was barred by the statute of limitations.